U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2002

                                           OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                         COMMISSION FILE NUMBER: 000-28083

                             THE MAJESTIC COMPANIES, LTD.
              (Exact name of registrant as specified in its charter)

                 Nevada                                 88-0293171
(State or jurisdiction of incorporation                (I.R.S. Employer
             or organization)                         Identification No.)

 8880 Rio San Diego Road, 8th Floor, San Diego, California        92108
    (Address of principal executive offices)                    (Zip Code)

                 Registrant's telephone number:  (619) 209-6077

     Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $0.001 Par Value

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes    X       No          .

     As of May 9, 2001, the Registrant had, 281,133,885 shares of
common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes   No X.

                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                        PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              CONSOLIDATED BALANCE SHEET AS OF
              MARCH 31, 2002                                             3

              CONSOLIDATED STATEMENTS OF LOSSES
              FOR THE THREE MONTHS ENDED
              MARCH 31, 2002 AND 2001                                   4

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED
              MARCH 31, 2002 AND 2001                                   5

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                       9

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                        12

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                12

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                          13

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      13

     ITEM 5.  OTHER INFORMATION                                        14

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                         14

SIGNATURE                                                              14

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                            THE MAJESTIC COMPANIES, LTD.
                             CONSOLIDATED BALANCE SHEET
                                     (Unaudited)

ASSETS

                                                             March 31 2002

Current Assets:
  Cash and Equivalents                                       $    4,726
 Accounts Receivable-net of allowance                             1,190
 Deposits and Other Prepaid Expenses                              6,445
Total Current Assets                                             12,361

Property and Equipment                                           87,502
 Accumulated Depreciation                                       (40,082)
Net Property and Equipment                                       47,420

Other Assets
  Intangible Assets,  net of amortization                        68,451
  Other                                                         175,000
Net Other Assets                                                243,451

Total Assets                                                 $  303,232

            LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities:
 Current Maturities of Long Term Debt                           323,765
 Accounts Payable and Accrued Liabilities                       408,727
Total Current Liabilities                                       732,492

Long Term Debt, Less Current Maturities                          94,433

Deficiency in Stockholders' Equity:
Convertible Preferred Stock, Par Value,
$.001 per share 2,000,000 shares authorized; none
issued at March 31, 2002                                              -
Common Stock, Par Value $.001 per Share:
  400,000,000 shares authorized;
  263,769,000 issued at March 31,2002                            263,769
 Additional Paid-In Capital                                   13,596,581
Accumulated Deficit                                          (14,384,043)
Deficiency in Stockholders Equity                               (523,693)
Total Liabilities and Equity                                     303,232

        See Accompanying Notes to Unaudited Financial Statement

                            THE MAJESTIC COMPANIES
                      CONSOLIDATED STATEMENTS OF LOSSES
                                 (Unaudited)

                                                      Three Months Ended
                                                            March 31
                                                       2002        2001

Net Sales                                             $       -   $       -
Cost of Goods Sold                                            -           -
Gross Profit                                                  -           -

Research and Development                                 52,348      13,291
Sales and Marketing                                      10,557      39,846
General and Administrative                              601,247     418,224
Interest Expense                                          9,754      39,392
Depreciation & Amortization                               9,728       3,937
Total Operating Costs                                   683,634     514,690

Other Income(Expenses)                                  161,628           8

(Loss) from Continuing Operations before Income Taxes
and Discontinued Operations                            (522,006)   (514,682)

Income (Taxes) Benefit (Loss) from
Continuing Operations, before Discontinued
Operations                                                    -           -

Gain from Disposal of Discontinued Operations            25,002

(Loss) from Discontinued Operations                    (107,419)   (101,413)

Net Profit (Loss)                                      (604,423)   (616,095)

Income(Loss)Per Common Share (basic and assuming
dilution)                                                  0.00       (0.01)

Continuing Operations                                     (0.00)      (0.01)

Discontinued Operations                                   (0.00)      (0.00)

Weighted Average Common Shares Outstanding          227,042,008   96,846,141

            See Accompanying Notes to Unaudited Financial Statements

                           THE MAJESTIC COMPANIES, LTD.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)

                                                        Three Months Ended
                                                              March 31
                                                        2002          2001

Increase (Decrease) in Cash and Equivalents
Cash Flows from Operating Activities:
Net Loss for the Period from Continuing
Operations                                              $ (522,004)  $(514,682)

Net Loss for the Period from Discontinued
Operations                                                (107,419)   (101,413)

Adjustments to Reconcile Net (Loss) to
Net Cash Provided By Operating Activities:
Common Stock Issued in Connection with
Services Rendered                                          496,102      93,500

Common Stock Issued in Exchange for Debt                         -     102,500
Depreciation and Amortization                                9,728      17,066
(Increase) Decrease in:
Accounts Receivables                                       426,310     (15,723)
Prepaid Expenses and Other                                   1,200     109,829
Inventory                                                        -       8,804
Increase(Decrease) in:
Accounts Payable and Accrued Expenses, net                 (57,520)   (150,389)
Other Payables                                            (427,500)     91,986
  Net Cash Used in Operating Activities                   (181,103)   (358,522)

Cash Flows from Investing Activities:
Capital Expenditures, Net of Disposals                           -      (2,687)

  Net Cash Used in Investing Activities                          -      (2,687)

Cash Flows from Financing Activities:
Proceeds from Sale of Common Stock, Net
of Costs                                                         -           -
Proceeds from ESOP                                         187,502           -
Proceeds from Loans                                          5,000     470,230
Repayments of Loans, Net                                    (7,549)    (55,296)
Net Cash, Provided by Financing Activities                 184,953     414,934
Net Increase (Decrease) in Cash and Equivalents              3,850      53,724
Cash and Equivalents at Beginning of Year                      876      36,688
Cash and Equivalents at End of Year                          4,726      90,412

Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for Interest                       3,053           -
Common Stock Issued for Services                           496,102      93,500

Noncash Financing Activities:
Issuance of Common Stock In Exchange for Debt                    -     102,500
Common Stock Subscription Receivable                             -      20,000
Debentures Exchanged for Common Stock                            -     558,949

            See Accompanying Notes to Unaudited Financial Statements

                          THE MAJESTIC COMPANIES, LTD.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB,
and therefore, do not include all the information necessary for a
fair presentation of financial position, results of operations
and cash flows in conformity with generally accepted accounting principles.

In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the three
month period ended March 31, 2002 are not necessarily indicative
of the results that may be expected for the year ended December
31, 2002.  The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and footnotes thereto included in the
Registrant's December 31, 2001 Annual Report on Form 10-KSB.

Basis of Presentation

The consolidated financial statements include the accounts of the
Registrant, and its wholly-owned subsidiary, Majestic Safe-T-
Products, Ltd. (formerly Majestic Transportation Products, Ltd.).
Significant intercompany transactions have been eliminated in consolidation.

Discontinued Operations

In December 2001, the Company completed the sale of its
manufacturing segment, Majestic Modular Buildings, Ltd., to
Global Diversified Holdings, Inc.  Financial statements, and related
notes for all periods shown have been restated to reflect
discontinuation of this operation within the Annual Report Form
10-KSB for December 31, 2001.

The Company sold Majestic Financial Ltd., to Alexander& Wade,
Inc. for consideration of $ 120,490, whereas Majestic will retain
a 12/5% interest in Majestic Financial, which the Company will
distribute as a dividend to shareholders within the next quarter (Exhibit
10.24).

The Majestic Financial, Ltd., segment is accounted for as a
discontinued operation, and accordingly, amounts in the financial
statements, and related notes for all periods shown have been
restated to reflect discontinued operations accounting.
Summarized results of the discontinued business are shown
separately as discontinued operations in the accompanying
consolidated financial statements for the period ending, March 31, 2002.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 141,
"Business Combinations" (SFAS No. 141), and Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS No. 142). The FASB also issued Statement
of Financial Accounting Standards No. 143, "Accounting for
Obligations Associated with the Retirement of Long-Lived Assets"
(SFAS No. 143), and Statement of Financial Accounting Standards
No. 144,"Accounting for the Impairment or Disposal of Long-Lived
Assets"(SFAS No. 144), in August and October 2001, respectively.

SFAS No. 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interest method.

The adoption of SFAS No. 141 had no material impact on the
Company's consolidated financial statements.

Effective January 1, 2002, the Company adopted SFAS No. 142.
Under the new rules, the Company will no longer amortize goodwill
and other intangible assets with indefinite lives, but such
assets will be subject to periodic testing for impairment. On an
annual basis, and when there is reason to suspect that
their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs to be included in
results from operations may be necessary. SFAS No. 142 also
requires the Company to complete a transitional goodwill
impairment test six months from the date of adoption.

Any goodwill impairment loss recognized as a result of the
transitional goodwill impairment test will be recorded as a
cumulative effect of a change in accounting principle no later
than the end of fiscal year 2002.

The adoption of SFAS No. 142 had no material impact on the
Company's consolidated financial statements.

SFAS No. 143 establishes accounting standards for the recognition
and measurement of an asset retirement obligation and its
associated asset retirement cost. It also provides accounting
guidance for legal obligations associated with the retirement of
tangible long-lived assets. SFAS No. 143 is effective in fiscal
years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No.
143 will not have a material impact on its consolidated results
of operations and financial position upon adoption. The Company plans to adopt
SFAS No. 143 effective January 1, 2003.

SFAS No. 144 establishes a single accounting model for the
impairment or disposal of long-lived assets, including
discontinued operations. SFAS No. 144 superseded Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" (SFAS No. 121), and APB Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". The Company
adopted SFAS No. 144 effective

January 1,2002. The adoption of SFAS No. 144 had no material
impact on Company's consolidated financial statements.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with
the Registrant's Consolidated Financial Statements and Notes
thereto, included elsewhere within this Form 10-QSB.

Description of Registrant.

     The Registrant is a holding company that operates a wholly-
owned subsidiary involved in the development and marketing of a
school bus safety devices, Safe-T-Bar(r) and Safe-T-Gardr.  In
addition, the subsidiary, Majestic Safe-T-Products, Ltd., is
developing a medical glove dispensing device, Glove Box(r), and, a
diesel filter emission system, Refilter(r).  A complete description
of the subsidiary is included in the Registrant's December 31,
2001 Annual Report on Form 10-KSB.

Results Of Operations.

     (a)  Three Months Ended March 31, 2002 and 2001.

     (1)  Net Sales.  There were no net sales for the three month
period ending March 31, 2002 and March 31, 2001.

     (2)  Cost of Sales.  There were no cost of sales for the
three month period ending March 31, 2002 and March 31, 2001.

     (3)  Research and Development.  Research and development
expenses increased from $13,291 for the three month period ended
March 31, 2001, to, $52,348, for the same period ended 2002.
This is reflected of the Registrant's focus on its transportation
division after sale and discontinuation of its manufacturing and
leasing divisions.

     (4)  Selling and Marketing.  Selling and marketing expenses
decreased from $39,846 for the three month period ending March
31, 2001, to, $10,557 for the same period ended 2002.

     (5)  General and Administrative.  General and Administrative
expenses increased from $418,224for the three month period ending
March 31, 2001 to $601,247 for the same period in 2002.  General
and Administrative expenses consisted largely of corporate
compensation, consulting and legal fees, $496,102, paid for in shares.

     (6)  Other Expenses.  Other expenses for depreciation
increased to $9,728 for the period ending March 31, 2002, from
$3,927 for the same period ending in 2001.  Interest expenses
decreased from $39,392 in 2001 to $9,754 for the same period
ending March 31, 2002.

Liquidity And Capital Resources.

     As of March 31, 2002, the Registrant had a working capital
deficit of $720,131 compared to a deficit of $722,177 at December
31, 2001, a slight increase in working capital  of $2,046. As a
result of the Registrant's operating losses during the for the
three month period ended March 31, 2002, the Registrant generated
cash flow deficits of  $181,103 from operating activities.
The Registrant met its cash requirements during the period by
issuing shares to consultants and compensating staff through an
authorized Employee Stock Option Plan (ESOP). Funds generated
from the exercise of options through this plan provided $187,502
which was utilized for working capital.

     While the Registrant has raised capital to meet its working
capital and financing needs in the past, additional financing is
required in order to meet the Registrant's current and projected
cash flow deficits from operations. As previously mentioned, the
Registrant has obtained financing in the form of equity in order
to provide the necessary working capital. The Registrant
currently has no other commitments for financing. There are no
assurances the Registrant will be successful in raising the funds required.

     The Registrant has issued shares of its common stock from time to
time in the past to satisfy certain obligations, and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Registrant. During the three month period
ended March 31, 2002, the Registrant issued 60,724,697 shares of
common stock for services rendered and its authorized Employee
Stock OptionPlan(ESOP).

     The Company's independent certified  public  accountants  have
stated  in  their  report  included in the Company's December 31,
2001 Form 10-KSB, that the Company has incurred operating losses
in  the  last  two  years, and  that  the  Company  is  dependent
upon management's  ability  to  develop  profitable  operations.
These factors among others  may raise substantial doubt about the
Company's ability to continue as a going  concern.

Forward Looking Statements.

     The foregoing Managements Discussion and Analysis of Financial
Condition and Results of Operations "forward looking statements"
within the meaning of Rule 175 under the Securities Act of 1933,
as amended, and Rule 3b-6 under the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates. The
words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-looking
statements. These forward-looking statements are based largely on
the Registrant's expectations and are subject to a number of
risks and uncertainties, including but not limited to, those
risks associated with economic conditions generally and the
economy in those areas where the Registrant has or expects to
have assets and operations; competitive and other factors
affecting the Registrant's operations, markets, products and
services; those risks associated with the Registrant's ability to
maintain the exclusive right and license to use the
patent/patent-pending owned by Adrian Corbett; those risks
associated with the Registrant's ability to successfully
negotiate with certain customers, risks relating to estimated
contract costs, estimated losses on uncompleted contracts and
estimates regarding the percentage of completion of contracts,
risks related to the outcome of Cal-American's Chapter 11
bankruptcy; associated costs arising out of the Registrant's
activities and the matters discussed in this report; risks
relating to changes in interest rates and in the availability,
cost and terms of financing; risks related to the performance of
financial markets; risks related to changes in domestic laws,
regulations and taxes; risks related to changes in business
strategy or development plans; risks associated with future
profitability; and other factors discussed elsewhere in this
report and in documents filed by the Registrant with the
Securities and Exchange Commission. Many of these factors are
beyond the Registrant's control. Actual results could differ
materially from these forward-looking statements. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Form 10-KSB will,
in fact, occur. The Registrant does not undertake any obligation
to revise these forward-looking statements to reflect future
events or circumstances and other factors discussed elsewhere in
this report and the documents filed or to be filed by the
Registrant with the Securities and Exchange Commission.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.

     In July 2000, the Clovis Unified School District filed a
complaint against the Company and its formerly owned subsidiary,
Majestic Modular Buildings, Ltd. in Stanislaus County Superior
Court. The complaint alleges a breach of contract.  The Company
believes that it has meritorious defenses to the plaintiff's
claims and intends to defend itself against the Plaintiff's claims.

     In January 2001, the Eastside Union School District filed a
complaint against the Company and its formerly owned subsidiary,
Majestic Modular Buildings, Ltd. in Los Angeles County Superior
Court. The complaint alleges a breach of contract.  The Company
believes that it has meritorious defenses to the plaintiff's
claims and intends to defend itself against the Plaintiff's claims.

     In May 2001, Amelco Construction filed a complaint against the
Company and its formerly owned subsidiary, Majestic Modular
Buildings, Ltd. in San Diego County Superior Court. The complaint
alleges a breach of contract.  The Company believes that it has
meritorious defenses to the plaintiff's claims and intends to
defend itself against the Plaintiff's claims.

     In February 2001, Frontier Pacific Insurance Company filed a
complaint against the Company and its formerly owned subsidiary,
Majestic Modular Buildings, Ltd. in Santa Ana County Superior
Court. The complaint alleges a breach of contract.  The Company
believes that it has meritorious defenses to the plaintiff's
claims and intends to defend itself against the Plaintiff's claims.

     In May 2001, NBG Enterprises filed a complaint against the
Company and its formerly owned subsidiary, Majestic Modular
Buildings, Ltd. in Los Angeles County Superior Court. The
complaint alleges a breach of contract.  The Company believes
that it has meritorious defenses to the plaintiff's claims and
intends to defend itself against the Plaintiff's claims.

     In August 2001, Transportation Alternatives filed a complaint
against the Company in San Diego County Superior Court. The
complaint alleges a breach of contract.  The Company believes
that it has meritorious defenses to the plaintiff's claims and
intends to defend itself against the Plaintiff's claims.

     In March 2001, Roger Wong filed a complaint against the Company
in Los Angeles County Superior Court. The complaint alleges a
breach of contract.  The Company believes that it has meritorious
defenses to the plaintiff's claims and intends to defend itself
against the Plaintiff's claims.

     In October 2001, West Bay Builders filed a complaint against the
Company and its formerly owned subsidiary, Majestic Modular
Buildings, Ltd. in Contra Costa County Superior Court. The
complaint alleges a breach of contract.  The Company believes
that it has meritorious defenses to the plaintiff's claims and
intends to defend itself against the Plaintiff's claims.

     In September 2001, the Company and the Bankruptcy Trustee
assigned to the bankruptcy of Cal-American, reached a settlement
with regards to royalties due Cal-American under a licensing
agreement between the Companys' former subsidiary, Majestic
Modular Buildings, Ltd., and, Cal-American. Under the settlement,
the Company agreed to pay the Trustee an amount equal to
$200,000. As of December 31, 2001, the balance due the Plaintiff
was $175,000 and is included in the accounts payable at December
31, 2001.

     In January 2002, Hyster Sales Company received a judgment against
the Company in connection with a breach of contract. The amount
of the judgment is $26,620 and is included in accounts payable at
December 31, 2001.

     In January 2002,  Roy Meadows received a judgment against the
Company in connection with a breach of contract. The amount of
the judgment is $ 57,640 and is not included in accounts payable
at December 31, 2001.

     The Company is subject to other legal proceedings and claims
which arise in the ordinary course of its business.  Although
occasional adverse decisions or settlements may occur, the
Company believes that the final disposition of such matters will
not have material adverse effect on its financial position,
results of operations or liquidity.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities.

     The Registrant had no sales of unregistered securities
during the three month period ending March 31, 2002.

Use of Proceeds.

     Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Registrant increased its authorized common shares
from 200,000,000 to 400,000,000 and created a Series A Preferred
Class of Stock with conversion rights at a five (5) Common for
one (1) Preferred Share ratio in November of 2001.  The Board of
Directors of the Registrant approved the increase and the
creation and thereafter obtained the necessary shareholder
consent to approve the increase and creation.

     There were no submission of matters requiring a vote of
security holders during the three month period ending March 31, 2002.

ITEM 5.  OTHER INFORMATION.

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Reports on Form 8-K.  No reports on Form 8-K were filed
during the three month period covered in this Form 10-QSB.

     (b)  Exhibits.  Exhibits included or incorporated by
reference herein: See Exhibit Index.

                                SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     The Majestic Companies, Ltd.



Dated:  May 10, 2002                 By: /s/  Francis A. Zubrowski
                                     Francis A. Zubrowski, President

                                  EXHIBIT INDEX

Exhibit No.                         Description

2.1    Agreement and Plan of Merger between Skytex
       International, Inc., and The Majestic Companies, Ltd.,
       dated October 8, 1998 (incorporated by reference to
       Exhibit 8.1 to the Form 10-SB/A filed on February 8, 2000).

2.2    First Amendment to Agreement and Plan of Merger
       between Skytex International, Inc., and The Majestic
       Companies, Ltd., dated December 10,1998 (incorporated by reference
       to Exhibit 8.2 to the Form 10-SB/A filed on February 8, 2000).

2.3    Articles of Merger of Domestic and Foreign Corporations into Skytex
       International, Inc., dated November 3, 1998
       (incorporated by reference to Exhibit 8.4 to the Form
       10-SB/A filed on February 8, 2000).

2.4    State of Delaware Certificate of Merger of Domestic Corporation and
       Foreign Corporation, dated December 16, 1998
      (incorporated by reference to Exhibit 8.3 to the Form
      10-SB/A filed on February 8, 2000).

3.1    Articles of Incorporation, including all amendments thereto
       (incorporated by reference to Exhibit 2.1 to the Form 10-SB/A filed on
       February 8, 2000).

3.2    Amended and Restated Bylaws (incorporated by
       reference to Exhibit 2.2 to the Form 10-SB/A filed on
       February 8, 2000).

4.1    Warrants to purchase 100,000 shares of the
       Registrant, owned by Margaret C. Hubard expiring August
       27, 2001 and executed on August 27, 1999 (incorporated
       by reference to Exhibit 6.16 to the Form 10-SB/A filed
       on February 8, 2000).

4.2    Form of Securities Purchase Agreement between the
       Registrant and investors (incorporated by reference to
       Exhibit 4.2 to the Form SB-2 filed on July 24, 2000).

4.3    Form of Subordinated Convertible Debenture issued
       by the Registrant to investors (incorporated by
       reference to Exhibit 4.4 to the Form SB-2 filed on July
       24, 2000).

4.4    Form of Subordinated Convertible Debenture issued
       by the Registrant to GMF Holdings (incorporated by
       reference to Exhibit 4.4 to the Form SB-2 filed on July
       24, 2000).

4.5    Form of Registration Rights Agreement between the
       Registrant and investors (incorporated by reference to
       Exhibit 4.5 to the Form SB-2 filed on July 24, 2000).

4.6    Warrant to Purchase Common Stock issued by the
       Registrant to May Davis Group, Inc. and its designees
       (incorporated by reference to Exhibit 4.6 to the Form
       SB-2 filed on July 24, 2000).

4.7    Line of Credit Agreement between the Registrant,
       May Davis Group, Inc., and GMF Holdings, dated June 8,
       2000 (incorporated by reference to Exhibit 4.7 to the
       Form SB-2 filed on July 24, 2000).

10.1   Office Lease between Majestic Motor Car Company,
       Ltd. and Mission Valley Business Center LLC, dated
       December 31, 1997 (incorporated by reference to Exhibit
       6.1 to the Form 10-SB/A filed on February 8, 2000).

10.2   Patent License Agreement between Majestic Motor
       Car Company, Ltd. and Adrian P. Corbett, dated February
       20, 1998 (incorporated by reference to Exhibit 6.12 to
       the Form 10-SB/A filed on February 8, 2000).

10.3   License Agreement dated April 22, 1998, between
       Majestic Modular Buildings, Ltd., Steven D. Rosenthal,
       and Cal-American Building Company, Inc., dated April
       22, 1998 (incorporated by reference to Exhibit 6.8 to
       the Form 10-SB/A filed on February 8, 2000).

10.4   Real Property Lease between Majestic Modular
       Buildings, Ltd. and Berberian Farms, dated May 1, 1998
      (incorporated by reference to Exhibit 6.2 to the Form
       10-SB/A filed on February 8, 2000).

10.5   Promissory Note payable from Skytex
       International, Inc. to Mei Wah Company, Inc., dated
       October 1, 1998 (incorporated by reference to Exhibit
       6.13 to the Form 10-SB/A filed on February 8, 2000).

10.6   Employment Agreement between the Registrant and
       Francis A. Zubrowski, dated November 1, 1998
       (incorporated by reference to Exhibit 6.5 to the Form
       10-SB/A filed on February 8, 2000).

10.7   Assignment by Mei Wah Company, Inc. Note of
       $260,000 to Gail E. Bostwick, dated April 8, 1999
       (incorporated by reference to Exhibit 6.6 to the Form
       10-SB/A filed on February 8, 2000).

10.8   Security Agreement between the Registrant and
       Gail E. Bostwick, dated May 21, 1999 (incorporated by
       reference to Exhibit 6.7 to the Form 10-SB/A filed on
       February 8, 2000).

10.9   Agreement for a Funding Source between Majestic
       Modular Buildings, Ltd. and Rick Griffey, dated May 21,
       1999 (incorporated by reference to Exhibit 6.11 to the
       Form 10-SB/A filed on February 8, 2000).

10.10  Consulting Agreement between The Majestic
       Companies, Ltd. and Venture Consultants, LLC, dated May
       28, 1999 (incorporated by reference to Exhibit 6.14 to
       the Form 10-SB/A filed on February 8, 2000).

10.11  Equipment Lease between Majestic Modular
       Buildings, Ltd. and Saddleback Financial, dated August
       10, 1999 (incorporated by reference to Exhibit 6.3 to
       the Form 10-SB/A filed on February 8, 2000).

10.12  Disbursement Agreement between The Majestic
       Companies, Ltd., Majestic Transportation Products,
       Ltd., and Margaret C. Hubard, dated August 26, 1999
       (incorporated by reference to Exhibit 6.18 to the Form
       10-SB/A filed on February 8, 2000).

10.13  Security Agreement between The Majestic
       Companies, Ltd., Majestic Transportation Products,
       Ltd., and Margaret C. Hubard, August 26, 1999
      (incorporated by reference to Exhibit 6.17 to the Form
       10-SB/A filed on February 8, 2000)

10.14  Promissory Note payable to Margaret C. Hubard by
       the Registrant and Majestic Transportation Products,
       Ltd., dated August 27, 1999 (incorporated by reference
       to Exhibit 6.9 to the Form 10-SB/A filed on February 8, 2000).

10.15  Lease/Purchase Agreement between the Registrant
       and A-Z Bus Sales, Inc., dated August 31, 1999
      (incorporated by reference to Exhibit 6.4 to the Form
       10-SB/A filed on February 8, 2000).

10.16  Investment Banking Services Agreement between
       the Registrant and NC Capital Markets, Inc. dated
       September 29, 1999 (incorporated by reference to
       Exhibit 6.15 to the Form 10-SB/A filed on February 8, 2000).

10.17  Promissory Note between the Registrant and
       Francis A. Zubrowski, dated October 20, 1999
      (incorporated by reference to Exhibit 6.19 to the Form
       10-SB/A filed on February 8, 2000).

10.18  Consulting Services Agreement between the
       Registrant and Richard Nuthmann, dated February 5, 2000
       (incorporated by reference to Exhibit 10.18 of the Form
       10-QSB filed on May 15, 2000).

10.19  Consulting Services Agreement between the
       Registrant and Robert Schuster, dated February 8, 2000
      (incorporated by reference to Exhibit 10.19 of the Form
       10-QSB filed on May 15, 2000).

10.20  Consulting Services Agreement between the
       Registrant and Dominic Migliorini, dated February 15,
       2000 (incorporated by reference to Exhibit 10.20 of the
       Form 10-QSB filed on May 15, 2000).

10.21  Escrow Agreement between the Registrant, May
       Davis Group, Inc., and First Union National Bank, dated
       June 8, 2000 (incorporated by reference to Exhibit
       10.21 to the Form SB-2 filed on July 24, 2000).
       10.22 Placement Agency Agreement between the Registrant
       and May Davis Group, Inc., dated June 10, 2000
       (incorporated by reference to Exhibit 10.22 to the Form
       SB-2 filed on July 24, 2000).

10.23  Escrow Agreement between the Registrant, May
       Davis Group, Inc., and First Union National Bank, dated
       June 8, 2000 (incorporated by reference to Exhibit
       10.23 to the Form SB-2 filed on July 24, 2000).

10.24  Stock Purchase Agreement, dated March 31, 2002,
       between the Registrant and Alexander Wade, Inc., for
       the purchase of Majestic Financial, Ltd.

21     Subsidiaries of the Registrant (incorporated by
       reference to Exhibit 21 to the Form SB-2 filed on July
       24, 2000).

23.1   Consent of Independents Accountant

24. 1  Articles of Incorporation of, North American
       Industrial Vehicles, Inc.

24. 2  By-Laws of, North American Industrial Vehicles, Inc.